Venture Capital Asset Protection Declarations

Transcription

1 Venture Capital Asset Protection Declarations Chubb European Group Limited registered number registered in England & Wales with registered office at 100 Leadenhall Street, London EC3A 3BP. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Full details can be found online at

2 Policy Number: (herein called the Company ) Item 1. Policyholder: Address: Item 2. Private Funds: TBA Item 3. Limits of Liability: (A) Each Claim (B) Each Policy Period Item 4. Deductible applicable to Loss covered by Insuring Clause 1: Nil Deductible applicable to Loss covered by Insuring Clause 2: Deductible applicable to Loss covered by Insuring Clause 3: Deductible applicable to Loss covered by Insuring Clause 4: Nil Item 5 Policy Period: From: To: Both days at am Local time at the address shown in Item 1. Chubb UK VCAP v5marsh Page 1 of 2

3 Item 6. Extended Reporting Period: (A) TBA% of the annual premium for an additional period of TBA (B) (C) Nil% of the annual premium for an additional period of 6 years in respect of the Retired Insured Persons. TBA% of the annual premium for an additional period of TBA Item 7. Pending or Prior Date: THIS IS A CLAIMS-MADE POLICY. EXCEPT AS OTHERWISE PROVIDED, IT COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. Chubb UK VCAP v5marsh Page 2 of 2

4 Venture Capital Asset Protection policy Chubb European Group Limited registered number registered in England & Wales with registered office at 100 Leadenhall Street, London EC3A 3BP. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Full details can be found online at

5 Contents Page Insuring Clauses 3 Management Liability Insuring Clause 1 3 Management Indemnification Insuring Clause 2 3 Professional Liability Insuring Clause 3 3 Outside Directorship Liability Insuring Clause 4 3 Outside Directorship Liability Run-off Extension 3 Spouses, Estates and Legal Representatives Extension 3 Definitions 4 Exclusions to All Insuring Clauses 9 Exclusions to Insuring Clauses 1 and 2 Only 9 Exclusions to Insuring Clause 3 Only 10 Exclusions to Insuring Clause 4 Only 10 Severability of Exclusions 11 Extended Reporting Period 11 Limit of Liability and Deductible 12 Non-Accumulation of Limits 12 Organisation Failing to Indemnify 12 Allocation 12 Reporting and Notice 13 Defence and Settlement 14 Other Insurance or Indemnification 14 Changes in Exposure 14 Acquisition or Financial Impairment of an Organisation 15 Cessation of Subsidiaries 15 Creation of Another Private Fund 15 Representations 15 Territory 16 Valuation and Foreign Currency 16 Subrogation 16 Authorisation Clause 16 Alteration and Assignment 16 Termination 16 Chubb Rep Ire Fund Protection v5-ri Page 1 of 18

6 Choice of Law and Forum 16 Complaints Procedure 17 Data Protection 18 Chubb Rep Ire Fund Protection v5-ri Page 2 of 18

7 In consideration of payment of the premium and subject to the terms of this Policy, the Company and the Policyholder agree as follows: Insuring Clauses Management Liability Insuring Clause 1 1. The Company shall pay, on behalf of each Insured Person, Loss for which the Insured Person is not indemnified by their Organisation. the estate, heirs, legal representatives or assigns of such Insured Person who is deceased or against the legal representatives or assigns of an Insured Person who is declared incompetent, insolvent or bankrupt, or the lawful spouse of such Insured Person solely by reason of such spouse s status as a spouse, or such spouse s ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person. Management Indemnification Insuring Clause 2 2. The Company shall pay, on behalf of each Organisation, Loss for which the Organisation indemnifies its Insured Person. Professional Liability Insuring Clause 3 3. The Company shall pay, on behalf of each Insured, Loss arising solely from Private Equity Venture Investing. All terms and conditions of this Policy, including without limitation the Deductible, applicable to Loss incurred by the Insured Person, shall also apply to loss incurred by the estate, heirs, legal representatives, assigns, and spouse of such Insured Person. The cover provided under this Section 6 shall not apply with respect to any loss arising from an act or omission by an Insured Person's estate, heirs, legal representatives, assigns or spouse. Outside Directorship Liability Insuring Clause 4 4. The Company shall pay, on behalf of each Insured Person, Loss resulting from their Outside Capacity. Outside Directorship Liability Run-off Extension 5. If during the Policy Period an Insured Person s Outside Capacity ceases, cover under Insuring Clause 4 for that Insured Person in that Outside Capacity shall continue until the end of the Policy Period, but only with respect to Wrongful Acts prior to the time that Outside Capacity ceased. If before the Policy Period an Insured Person s Outside Capacity ceased, there shall nonetheless be cover under Insuring Clause 4 for that Insured Person in that Outside Capacity, but only with respect to Wrongful Acts which were during the time that Insured Person was in that Outside Capacity. Spouses, Estates and Legal Representatives Extension 6. Subject to the other terms of this Policy, cover shall extend to Claims for the Wrongful Acts of an Insured Person made against: Chubb Rep Ire Fund Protection v5-ri Page 3 of 18

8 Definitions 7. In this Policy the word person(s), wherever it appears, means legal or natural person(s) unless otherwise specified. When used in bold type in this Policy: Approved Person means a person whose performance of a Controlled Function as an employee of an Organisation has been approved by the Financial Services Authority pursuant to Part V of the Financial Services and Markets Act Advisory Board means any board or committee identified in the partnership agreement or constitution of an Organisation. Claim means: (d) (e) a written demand for monetary damages; a civil proceeding including third party proceeding, counterclaim or arbitration proceeding; a criminal proceeding; an extradition proceeding; or a formal administrative or formal regulatory proceeding commenced by the filing of a notice of charges, first made against an Insured during the Policy Period alleging a Wrongful Act. Subject to the provisions of Section 18, a Claim shall be deemed to have been made against the Insured on the date any Insured first received a written demand for monetary damages, the date that notice of a civil or criminal proceeding is served upon any Insured, the date any Insured first received written notice regarding the filing of a notice of charges from any regulatory agency, the date any Insured received notice of a demand for arbitration, or the date any Insured first was notified that their extradition was being sought, whichever is the earliest. Consultant means a natural person: who is a consultant to an Organisation for assisting that Organisation in soliciting investors in Private Funds or finding investment opportunities for Private Funds; or who is a consultant in an Organisation for advising on a Private Fund's investment activity but who does not have the power to decide a Private Fund's investment activity. Controlled Functions means: the controlled functions numbered 1 to 20 which the Financial Services Authority used to specify; and the controlled functions numbered 1 to 6, 8 to 12B, 28 and 29 which the Financial Services Authority since November 2007 has been specifying, in its Table of Controlled Functions in its Supervision Manual at in Block 3 of its Handbook. Defence Costs means that part of Loss consisting of reasonable and necessary costs, expenses, charges and fees (including but not limited to lawyers fees and experts fees) incurred in defending or investigating a Claim (other than regular or overtime wages, salaries or fees of the partners, members, directors, officers, members of a board of managers, governors, employees of an Organisation); Defence Costs shall also include premium paid for insurance instruments or bonds which are required in order to institute an appeal but without any obligation to furnish or procure such insurance instruments or bonds. Employment Claim means a Claim by an Insured Person or past, present or prospective employee of an Organisation or of an Outside Entity, based upon or arising out of an actual or alleged, wrongful or unfair, employment related: discipline, dismissal, discharge or termination of employment, breach of an oral or written contract, misrepresentation, discrimination (including harassment), failure to employ or promote, deprivation of a career opportunity, failure to grant tenure, evaluation, invasion of privacy, defamation or infliction of emotional distress. Financial Impairment means the status of an Organisation resulting from: the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, administrator, supervisor, trustee, rehabilitator or other insolvency office-holder to take control of, supervise, manage or liquidate such Organisation or such Organisation s assets; or such Organisation becoming a debtor in possession under United States bankruptcy laws or an equivalent status under the law of any other country. Chubb Rep Ire Fund Protection v5-ri Page 4 of 18

9 Insured means a person who is an Organisation or an Insured Person. Insured Capacity means the position or capacity described in the definition of Insured Person held by any Insured Person but shall not include any position or capacity in any entity other than an Organisation, even if the Organisation directed or requested the Insured Person to serve in such other position or capacity. Insured Person means a natural person who has been, now is or shall become: (d) (e) a member of any Advisory Board; a director, officer, trustee, member of a board of managers, governor, or the equivalent in any jurisdiction, of an Organisation; a partner or member of a manager or investment manager described in in the definition of Organisation; a Consultant to an Organisation who has a written indemnity from that Organisation against all claims, liabilities and costs which that Consultant may incur by reason of the services that Consultant provides to that Organisation; or an employee of an Organisation, but solely: (ii) for cover provided by Professional Liability Insuring Clause 3; to the extent that such employee is acting as an Approved Person and is performing a Controlled Function for which the employee has been approved by the Financial Services Authority; (iii) to the extent that such employee is acting in a managerial or supervisory capacity; (iv) to the extent that such employee is acting in an Outside Capacity; or or other insolvency office-holder of an Organisation or of an Organsation s assets. Interrelated Wrongful Acts means all Wrongful Acts based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events. Investment Holding Company means an entity: which is created or acquired for the sole purpose of lending to a Portfolio Company or acquiring securities, debentures or voting rights representing the present right to vote for election of directors or to select managing partners, managing members, or the equivalent in any jurisdiction, of a Portfolio Company; and which one or more Private Funds, alone or together, either directly or indirectly controls through: (ii) holding a majority of the voting rights; or the right to appoint or remove a majority of the directors, general partners or managing members. Investment Holding Company does not include any Portfolio Company. Loss means the amount which an Insured Person (for the purposes of Insuring Clauses 1, 2 and 4) or an Insured (for the purposes of Insuring Clause 3) is legally liable to pay on account of a Claim including: Defence Costs; and awards of damages, judgements, prejudgement and post-judgement interest, awards of claimant s costs and sums payable pursuant to any settlements. Loss does not include: (v) with respect to any Claim in which such employee is named as a codefendant with a person described in or of this definition. Insured Person does not include external auditors of an Organisation and does not include any receiver, conservator, liquidator, administrator, supervisor, trustee, rehabilitator any amount not indemnified by an Organisation for which its Insured Person is absolved from payment; any amount incurred by an Organisation (including its board of directors, any committee of the board of directors or its general partners) in connection with the investigation or evaluation of any Claim or potential Chubb Rep Ire Fund Protection v5-ri Page 5 of 18

10 Claim by or on behalf of the Organisation; (d) a Subsidiary of an entity described in, or above; (d) (e) (f) fines, penalties, taxes, punitive, exemplary or aggravated damages or the multiple portion of any multiplied damages award (other than exemplary damages awarded in a Claim for libel, slander or other form of defamation); matters uninsurable under English law; the actual principal, interest, or other monies either paid, accrued or due as a result of any loan, lease, extension of credit or equity contribution; any amount incurred by an Insured in a proceeding or investigation that is not then a Claim even if: (ii) such amount also benefits the defence of a covered Claim; or such proceeding or investigation subsequently gives rise to a Claim. Non-U.S.A. I v I Claim means a Claim: (e) (f) a Private Fund; or an Investment Holding Company. Outside Capacity means: the position of director, officer, trustee, governor, board observer, member of a supervisory board or equivalent executive held by an Insured Person in an Outside Entity provided that such position is assumed and maintained at the request or direction of an Organisation; or an Insured Person s position as a shadow director, as defined in Section 251 of the Companies Act 2006 or pursuant to similar legal provisions of any other jurisdiction, of an Outside Entity which is a Portfolio Company. Outside Entity means an entity which is: a tax-exempt, non-profit entity, trade association or a registered charity; which is by or on behalf of any Insured; or Loss on account of which is covered under Insuring Clause 4 and which is by or on behalf of any Outside Entity or parent, subsidiary, or affiliate of the Outside Entity, or one or more directors, officers, trustees, governors, board observers, members of a supervisory board or equivalent executives, or shadow directors, of any Outside Entity, but which is not a U.S.A. Claim. (d) a Portfolio Company which is not listed, approved for listing or upon notice of issuance on any securities exchange; or a Portfolio Company which, during the Policy Period, is listed, approved for listing or upon notice of issuance on any securities exchange, provided cover shall only extend to Wrongful Acts occurring within 90 days from the date of listing; or a Portfolio Company scheduled by endorsement to this Policy. Organisation means an entity which is: a general partner of a Private Fund that is organised as a limited partnership; a managing member of a Private Fund that is organised as a limited liability partnership; a manager or investment manager identified in the partnership agreement, operating agreement or constitution of a Private Fund and organised as a stock corporation, general partnership, limited liability partnership or limited liability company; Personal Injury means bodily injury, mental illness or emotional distress, sickness, disease or death of any natural person. Policyholder means the entity stated in Item 1 of the Declarations, as legally constituted at the inception of this Policy. Policy Period means the period of time stated in Item 5 of the Declarations, but subject to prior termination when cover terminates in accordance with Section 31. Irrespective of whether or not the period is less than or greater than one year, the Limits of Liability stated in Item 3 of the Declarations shall be the Company s maximum liability under this Policy for the entire period. Chubb Rep Ire Fund Protection v5-ri Page 6 of 18

11 Pollutants means any substance exhibiting any characteristic hazardous to the environment or having an adverse impact on the environment, including but not limited to solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapour, soot, fumes, acids, alkalis, soil, chemicals and waste materials, air emissions, odour, waste water, oil, oil products, infectious or medical waste, asbestos, asbestos products and any noise. Pollution means: any actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of, any Pollutants; or any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralise any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request. Portfolio Company means an entity which is: an entity in which one or more Private Funds or Investment Holding Companies, alone or together, owns or controls, has owned or controlled, proposes to own or control or has proposed to own or control outstanding securities, debentures or voting rights representing the present right to vote for election of directors or to select managing partners or managing members; an entity to which a Private Fund or Investment Holding Company provides, has provided or proposes to provide funds on loan; or an entity which an entity described in or above either directly or indirectly controls through: holding a majority of the voting rights; or any act performed by an Insured for a Portfolio Company of a Private Fund, arising from the extending or refusal to extend credit or granting or refusal to grant a loan or any transaction in the nature of a loan to such Portfolio Company; an Insured's investment in, formation, capitalisation or disposition of, or rendering of management, investment, administrative, economic or financial advice to a Portfolio Company or proposed Portfolio Company. Private Equity Venture Investing does not include the rendering or failure to render for compensation of tax or legal services. Private Fund means an entity stated in Item 2 of the Declarations. Property Damage means physical damage to or destruction or loss of use of any tangible property. Related Claims means all Claims for Wrongful Acts based upon, arising from or in consequence of the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events. Retired Insured Persons means Insured Persons who have ceased to act in their Insured Capacity prior to the expiry of the Policy Period for reasons: other than disqualification, on grounds relating to fitness or propriety, from holding office or from managing a company; and other than a circumstance described in Section 22 or 22 below. Subsidiary means an entity which is not a Portfolio Company and which an Organisation other than a Private Fund or an Investment Holding Company either directly or indirectly controls through: holding a majority of the voting rights; or (ii) the right to appoint or remove a majority of its board of directors. Private Equity Venture Investing means: the right to appoint or remove a majority of its board of directors or to select general partners or managing members. the formation, capitalisation, operation or management of a Private Fund by an Insured; Chubb Rep Ire Fund Protection v5-ri Page 7 of 18

12 U.S.A. means the United States of America, its territories and possessions and any state or political subdivision thereof. U.S.A. Claim means a Claim brought or maintained, in whole or in part, in the U.S.A. or based, in whole or in part, on any law of the U.S.A. Wrongful Act means: for purposes of Insuring Clauses 1 and 2, any wrongful act or omission, error, misstatement, misleading statement, neglect, breach of duty or breach of trust committed, attempted, or allegedly committed or attempted, by an Insured Person, individually or otherwise, in an Insured Capacity or any matter claimed against an Insured Person solely by reason of their acting in an Insured Capacity; for purposes of Insuring Clause 3, any wrongful act or omission, error, misstatement, misleading statement, neglect, breach of duty or breach of trust committed, attempted, or allegedly committed or attempted, by or on behalf of an Organisation, an employee of an Organisation or an Insured Person in an Insured Capacity; or for purposes of Insuring Clause 4, any wrongful act or omission, error, misstatement, misleading statement, neglect, breach of duty or breach of trust committed, attempted, or allegedly committed or attempted, by an Insured Person in an Outside Capacity or any matter claimed against an Insured Person solely by reason of their acting in an Outside Capacity. Chubb Rep Ire Fund Protection v5-ri Page 8 of 18

13 Exclusions to All Insuring Clauses 8. The Company shall not be liable for Loss on account of any Claim: (d) (e) (f) (g) based upon, arising from, or in consequence of any circumstance if written notice of such circumstance has been given under any policy which this Policy renews, replaces or follows in whole or in part; based upon, arising from, or in consequence of any claim form, writ, demand, suit or other proceeding pending, or order, decree or judgement entered, for or against any Insured on or prior to the Pending or Prior Date stated in Item 7 of the Declarations or a fact, circumstance or situation the same as or substantially similar to any of those underlying or alleged in such claim form, writ, demand, suit, other proceeding, order, decree or judgement; for breach of any law governing, breach of duty of, or breach of trust by, an Insured relating to any superannuation, pension, profit sharing, health and welfare or other employee benefit scheme, programme, plan or trust established or maintained to provide benefits to employees or directors of an Organisation; for Personal Injury or Property Damage; however this exclusion shall not apply to any Claim for mental anguish or emotional distress brought by an employee of an Outside Entity against an Insured Person acting in an Outside Capacity; based upon, arising from, or in consequence of Pollution, including but not limited to any Claim for financial loss to an Organisation, holders of securities in an Organisation or an Organisation s creditors based upon, arising from or in consequence of Pollution; based upon, arising from or in consequence of any fraudulent act or omission or any intentional breach of law by such Insured, if there is a finding of such fraud or breach in a judgement or other final adjudication or if such Insured admits such fraud or breach; based upon, arising from, or in consequence of any Claim against a member or limited partner acting in the capacity as a managing member or general partner of a Private Fund; (h) (j) (k) however, this exclusion shall not apply to an Insured Person otherwise covered under this Policy; based upon, arising from or in consequence of any intentional breach of contract, if there is a finding of such intentional breach in a judgement or other final adjudication or if an Insured admits such intentional breach; for an accounting of profits made from the purchase or sale by such Insured of securities of an Organisation within the meaning of Section 16 of the Securities Exchange Act of 1934 (a United States statute), as amended, or similar provisions of any other law in the United Kingdom or elsewhere; based upon, arising from, or in consequence of any Insured having gained any profit, remuneration or advantage to which such Insured was not legally entitled; or made against an entity that is a Subsidiary or against an Insured Person of such Subsidiary for any act or omission including but not limited to neglect or breach of duty committed, attempted, or allegedly committed or attempted at any time when the entity was not a Subsidiary. Exclusions to Insuring Clauses 1 and 2 Only 9. The Company shall not be liable under Insuring Clause 1 or 2 for Loss on account of any Claim which is a U.S.A. Claim by or on behalf of any Insured except: (d) (e) a Claim that is a derivative action brought on behalf of an Organisation by one or more persons who are not Insured Persons and not brought at or with the instigation or solicitation of an Insured; an Employment Claim; a Claim by an Insured Person for contribution or indemnity, if such Claim directly results from another Claim covered under this Policy; a Claim by a former Insured Person; a Claim by an Organisation, due to its insolvency and at the instigation of its liquidator, receiver, administrative receiver, administrator, supervisor or Chubb Rep Ire Fund Protection v5-ri Page 9 of 18

14 (f) (g) other insolvency office-holder for obtaining a remedy under the Insolvency Act 1986 or any consolidation, amendment or re-enactment thereof or under equivalent legislation of another jurisdiction; a Claim by all natural persons who were, now are, or shall be duly appointed to serve on an Advisory Board, if making the Claim in their capacity as a member or limited partner of a Private Fund; and Defence Costs. Exclusions to Insuring Clause 3 Only 10. The Company shall not be liable under Insuring Clause 3 for Loss on account of any Claim: alleging liability under any contract, regardless of whether such liability is direct or assumed; however this exclusion shall not apply to: (ii) any Claim alleging a breach of any organisational or management advisory documents of a Private Fund, including but not limited to a limited partnership agreement, operating agreement, advisory and/or management agreement or subscription agreement; or liability that would attach to an Insured even in the absence of a contract; by or on behalf of any Insured except: (ii) a Claim that is a derivative action brought on behalf of an Organisation by one or more persons who are not Insured Persons and not brought at or with the instigation or solicitation of an Insured; a Claim brought by a director, officer, member of a board of managers, governor, the equivalent in any jurisdiction, partner or member of an Organisation for the actual or alleged wrongful employment termination of that director, officer, member of the board of managers, governor, equivalent, partner or member; (iii) a Claim by an Insured Person for contribution or indemnity if such Claim directly results from another Claim covered under this Policy; (iv) a Claim by all natural persons who were, now are, or shall be duly appointed to serve on an Advisory Board, if making the Claim in their capacity as a member or limited partner of a Private Fund; or (v) a Claim by a Private Fund against an Organisation (other than a Private Fund) for contribution or indemnity if such Claim directly results from a Claim which is covered under this Policy and is against that Private Fund. Exclusions to Insuring Clause 4 Only 11. The Company shall not be liable under Insuring Clause 4 for Loss on account of any Claim: based upon, arising from, or in consequence of any Wrongful Act prior to the Pending or Prior Date stated in Item 7 of the Declarations or any Wrongful Act subsequent to that date which, together with a Wrongful Act prior to that date, constitutes Interrelated Wrongful Acts; based upon, arising from, or in consequence of any Wrongful Act after the date such Insured Person ceases to be a director, officer, member of a board of managers, governor, the equivalent in any jurisdiction or Advisory Board member of an Organisation or a partner or member of a manager or investment manager described in in the definition of Organisation; which is a U.S.A. Claim by or on behalf of any Outside Entity or parent, subsidiary, or affiliate of the Outside Entity, or one or more directors, officers, trustees, governors, board observers, members of a supervisory board or equivalent executives, or shadow directors, of any Outside Entity, except: a Claim brought by or on behalf of a Portfolio Company, or its directors, officers, trustees, governors, board observers, members of a supervisory board or equivalent executives, or shadow directors, and not brought at or with the instigation or solicitation of any Insured; Chubb Rep Ire Fund Protection v5-ri Page 10 of 18

15 (d) (ii) a Claim that is a derivative action on behalf of an Outside Entity by one or more persons who are not: Insured Persons; or directors, officers, trustees, governors, board observers, members of a supervisory board or equivalent executives, or shadow directors, of the Outside Entity and not brought at or with the instigation or solicitation of any such person; or (iii) a Claim by: an Insured Person; or a director, officer, trustee, governor, board observer, member of a supervisory board or equivalent executive, or shadow director, of the Outside Entity for contribution or indemnity, if such Claim results directly from another Claim covered under this Policy; and (iv) Defence Costs; based upon, arising from, or in consequence of: (ii) any claim form, writ, demand, suit or other proceeding, or order, decree or judgment entered (collectively referred to as litigation) for or against the Outside Entity prior to, or pending at, the date the Insured Person first is in their Outside Capacity, of which the Insured Person or any director, officer, trustee, governor, board observer, member of a supervisory board or equivalent executive of the Outside Entity received notice or otherwise had knowledge as of such date; or a fact, circumstance or situation the same as or substantially similar to those underlying or alleged in the prior or pending litigation in above. Severability of Exclusions 12. With respect to the Exclusions herein, in order to determine if cover is available: no fact pertaining to or knowledge possessed by any Insured Person shall be imputed to any other Insured Person; and only facts pertaining to or knowledge possessed by any past, present or future chief financial officer, in-house general counsel, president, chief executive officer, chairperson, general partner or managing member of any Organisation shall be imputed to any Organisation. Extended Reporting Period 13. Should the Company, other than for non-payment of premium, or the Policyholder refuse to renew this Policy: (ii) the Policyholder and the Insured Persons may elect to obtain the extended reporting period stated in Item 6(A) of the Declarations provided that written notice of such election and payment of the additional premium are received by the Company within 60 days following the expiry of the Policy Period and provided that neither of the circumstances described in Section 22 or 22 below has arisen; this extended reporting period shall commence from the expiry date of the Policy Period and shall apply only to Wrongful Acts prior to that date; and the Retired Insured Persons shall obtain the extended reporting period stated in Item 6(B) of the Declarations; this extended reporting period shall commence from the expiry date of the Policy Period and shall, for each Retired Insured Person, apply only to Wrongful Acts prior to the date on which that Retired Insured Person became a Retired Insured Person. If, during an extended reporting period obtained under Section 13(ii) above, any Organisation takes out any other insurance policy which affords directors, officers, executive, management, members, partners or trustees liability cover, professional indemnity cover or professional liability cover (whether or not equivalent to this Policy in cover), that Chubb Rep Ire Fund Protection v5-ri Page 11 of 18

16 extended reporting period shall then come to an end unless, within 60 days following expiry of the Policy Period, the extended reporting period obtainable under Section 13 above is obtained. If, during the Policy Period, either of the circumstances described in Section 22 or 22 below arises, the Policyholder and the Insured Persons may elect to obtain the extended reporting period stated in Item 6(C) of the Declarations, provided that written notice of such election and payment of the additional premium are received by the Company within 60 days following that 22 or 22 circumstance arising; this extended reporting period shall commence from the date at which that 22 or 22 circumstance arises and shall apply only to Wrongful Acts prior to that date. A Claim first made during an obtained extended reporting period shall be deemed to have been first made during the Policy Period. Limit of Liability and Deductible 14. The Company's maximum liability for all Loss on account of each Claim, whether covered under one or more of the Insuring Clauses and/or otherwise, shall be the Limit of Liability for each Claim stated in Item 3(A) of the Declarations. The Company's maximum aggregate liability for all Loss on account of all Claims first made or deemed to be made during the Policy Period, whether against one or any number of Insureds, shall be the Limit of Liability for each Policy Period stated in Item 3(B) of the Declarations. Defence Costs are part of, and not in addition to, the Limits of Liability stated in Item 3 of the Declarations; the payment by the Company of Defence Costs erodes such Limits of Liability. The Company's liability for each and every Claim shall apply only to Loss which is allocated to covered Loss and only to that part of Loss so allocated which is in excess of the applicable Deductible stated in Item 4 of the Declarations, which shall be borne by the Insureds uninsured and at their own risk. If Loss is covered by more than one Insuring Clause, the Deductible applicable to that Loss shall be the highest of those stated in Item 4 of the Declarations to be applicable to it. If different parts of a single Claim are subject to different Deductibles, then the applicable Deductible shall be applied separately to each part of such Claim, but the sum of such Deductibles shall not exceed the largest applicable Deductible. Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or, if earlier, the earliest date on which a Related Claim is deemed as having been made in accordance with Section 18 of this Policy or a provision of any policy which this Policy renews, replaces or follows, regardless of whether such date is before or during the Policy Period. Amounts stated for Limits of Liability are maximum liabilities of the Company for all Insureds together, not maximum liabilities per Insured. Non-Accumulation of Limits 15. If any Loss arising from any Claim made against an Insured, in the Insured s capacity as a director, officer, trustee, board observer, member of a supervisory board or equivalent executive of a Portfolio Company, is insured under any other valid policy(ies) issued by a parent, subsidiary, associate or affiliate of the Chubb Corporation, then payment under such policy(ies) on account of a Claim also covered under this Policy shall reduce, by the amount of the payment, the Company s Limit of Liability under this Policy with respect to such Claim, but such reduction to take place only if and to the extent that the total of the limits of liability of this policy and the other policy remaining uneroded and available for the Claim exceed USD 25,000,000. Organisation Failing to Indemnify 16. If an Organisation fails or refuses, other than for reason of Financial Impairment, to indemnify its Insured Person for Loss to the fullest extent permitted or not prevented by law, then notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to the Insuring Clause 2 Deductible stated in Item 4 of the Declarations or, if the Loss is covered by more than one insuring clause, to the highest deductible stated in Item 4 of the Declarations to be applicable to it. Allocation 17. With regard to each and every Claim, there shall be allocated to covered Loss only that part of liability imputable to an Insured on account of covered matters. Insuring Clause 2 does not cover an Organisation for its share of any covered Loss for which it is jointly liable Chubb Rep Ire Fund Protection v5-ri Page 12 of 18

17 with an Insured Person and, where an Organisation is so jointly liable, the Company shall be entitled to contribution from the Policyholder of that Organisation s share of the liability except to the extent that that share is Loss covered by Insuring Clause 3. If an Insured and the Company agree on an allocation of Defence Costs, the Company shall advance on a current basis those Defence Costs allocated to covered Loss. If an Insured and the Company cannot agree on an allocation: no presumption as to allocation shall exist in any arbitration, suit or other proceeding; the Company shall advance on a current basis those Defence Costs which the Company believes to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially determined; and the Company, if requested by the Insured, shall submit the dispute to binding arbitration before a panel, which shall consist of one arbitrator selected by the Insured, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators. Any negotiated, arbitrated or judicially determined allocation of Defence Costs on account of a Claim shall be applied retroactively to all Defence Costs on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Defence Costs on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim. As a condition of any payment of Defence Costs the Company may, at its sole option, require a written undertaking on terms and conditions satisfactory to the Company guaranteeing the repayment of any Defence Costs paid to or on behalf of any Insured if it is finally determined that Loss incurred by such Insured would not be covered. Reporting and Notice 18. It is a condition precedent to the Company s liability under this Policy for Loss on account of a Claim that the Company is given written notice as soon as practicable of such Claim, but in no event more than 60 days after the earlier of the following dates: the date on which any Organisation's chief financial officer, in-house general counsel, president, chief executive officer, chairperson, general partner or managing member first becomes aware that the Claim has been made; or if this Policy is not renewed by the Company, the termination date of the Policy Period or, if exercised, of the Extended Reporting Period. If, during the Policy Period an Insured: (ii) becomes aware of circumstances which are likely to give rise to a Claim and gives written notice of such circumstances to the Company; or receives a written request to waive application of a limitation period to, or to suspend the running of time towards expiry of a limitation period for the commencement of a civil proceeding against an Insured alleging a Wrongful Act before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Act to the Company, then any Claim subsequently arising from the circumstances referred to in above or from the Wrongful Act referred to in (ii) above, shall be deemed to have been first made during the Policy Period in which the written notice described in or (ii) above was first given by an Insured to the Company, provided any such subsequent Claim is reported to the Company as required under this Section 18. With respect to any such subsequent Claim, no cover under this Policy shall apply to loss incurred prior to the date such subsequent Claim is actually made. Each Insured shall, as a condition precedent to the Company s liability under this Policy for Loss on account of a Claim, give to the Company such information and cooperation as the Company may reasonably require, and shall include in any notice under this Section 18 a description of the Claim, circumstances, the nature of any alleged Wrongful Acts, the nature of the alleged or potential damage, the names of all actual or potential claimants, the names of all actual or potential defendants, and the manner in which such Insured first became aware of the Claim or circumstances. Chubb Rep Ire Fund Protection v5-ri Page 13 of 18

18 Notice to the Company under this Policy shall be given in writing addressed to: Notice of Claim, circumstances or request to waive limitation or suspend running of time: Head of Financial Claims Unit Other notices: Department of Financial Institutions Chubb European Group Limited One America Square 17 Crosswall London EC3N 2AD Notice shall be effective on the date of receipt by the Company at such address. Defence and Settlement 19. The Company shall have the right, but not the duty, to take over and conduct at any time the defence of Claims, including to appoint lawyers or other representatives or advisers for that purpose. Each Insured shall, as a condition precedent to the Company s liability for Loss on account of a Claim, give to the Company all such co-operation in the defence of the Claim as the Company may reasonably require. The Company may, with the written consent of the Policyholder, on behalf of the Insured, make any settlement of a Claim it deems expedient. Each Insured agrees not to settle or offer to settle any Claim, incur any Defence Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall in no event be liable for any element of Loss incurred, for any obligation assumed, or for any admission made, by any Insured without the Company's prior written consent. The Company shall not unreasonably withhold any such consent. Each Insured undertakes not to prejudice the Company's interests or its potential or actual rights of recovery, not to prejudice the defence of any Claim and to give to the Company such information and co-operation as the Company may reasonably require. The Company shall advance Defence Costs as provided under Section 17 of this Policy on a current basis. Any advancement of Defence Costs shall be repaid to the Company by each Insured, severally according to their respective interests, if and to the extent it is determined that such Defence Costs are not insured under this Policy. If a Non-U.S.A. I v I Claim by an Organisation comes to an end without that Organisation obtaining an award of damages or a settlement sum from an Insured Person against whom the Non-U.S.A. I v I Claim is made, the Company shall be paid the entire amount of costs, expenses, charges and fees paid or remaining to be paid by any Insured Person or the Company on the defence or investigation of that Non-U.S.A. I v I Claim regardless of the amount of those costs, expenses, charges and fees which such Insured Person would be entitled to recover from that Organisation, the Policyholder and that Organisation being jointly and severally liable for making that payment. Other Insurance or Indemnification 20. If Loss covered under Insuring Clause 1, 2 or 3 is insured under any other valid and collectable insurance policy(ies), then this Policy shall cover such Loss, subject to its terms, only to the extent that the amount of such Loss is in excess of the applicable retention (or deductible) and limit of liability under such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this Policy. Any payment by Insureds of a retention or deductible under such other insurance shall deplete, by the amount of such payment, the applicable Deductible under this Policy. Cover provided by Insuring Clause 4 shall be specifically excess of any indemnity (other than the indemnity provided by the Organisation), including but not limited to indemnified defence costs, and insurance available to such Insured Person by reason of being in an Outside Capacity, including any indemnity or insurance available from or provided by the Outside Entity. Changes in Exposure Acquisition or Creation of Another Organisation 21. If before or during the Policy Period an Organisation: acquires securities or voting rights in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary or Investment Holding Company; or acquires any entity by merger into or consolidation with that Organisation, Chubb Rep Ire Fund Protection v5-ri Page 14 of 18

19 then the entity and its Insured Persons shall automatically become Insureds under this Policy with effect from the date of such acquisition or creation, but only with respect to Wrongful Acts or Interrelated Wrongful Acts all or part of which are after such acquisition or creation unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide cover by endorsement for Wrongful Acts before such acquisition or creation. However, if such acquired or created entity has gross consolidated assets that increase the total consolidated assets of the Policyholder by more than 15% as recorded in the latest annual audited report and consolidated accounts of the Policyholder, then the Policyholder shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than 60 days after the date of such acquisition or creation, together with such information as the Company may require. The Company shall have the right to amend the terms of this Policy including charging an additional premium. If the Policyholder fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, then cover for such acquired or created entity and its Insured Persons shall terminate with respect to Claims first made more than 60 days after such acquisition or creation. Acquisition or Financial Impairment of an Organisation 22. If during the Policy Period: (d) the Policyholder or a Private Fund merges into or consolidates with another entity (other than in accordance with 21 above); a person or persons acting in concert acquires ownership or voting control of more than 50% of the outstanding securities representing the present right to vote for election of directors or select general partners or managing members of the Policyholder or a Private Fund; the Policyholder completely ceases its primary business ( cessation ); or Financial Impairment of any Organisation occurs, then cover under this Policy shall continue until termination of this Policy but only with respect to Claims where all or part of the Wrongful Acts or Interrelated Wrongful Acts occurred prior to such merger, consolidation, acquisition, cessation or Financial Impairment. The Policyholder shall give written notice of such merger, consolidation, acquisition, cessation or Financial Impairment to the Company as soon as practicable, together with such information as the Company may require. The full annual Premium for the Policy Period shall be deemed fully earned immediately upon the occurrence of any event described in to (d) above. Cessation of Subsidiaries 23. If before or during the Policy Period, an entity ceases to be a Subsidiary, then cover with respect to such Subsidiary and its Insured Persons shall continue until the end of the Policy Period, but only with respect to Wrongful Acts prior to the date such entity ceased to be a Subsidiary. Creation of Another Private Fund 24. If during the Policy Period, an Organisation sponsors or creates another private investment fund engaged in substantially similar activities as any Private Fund scheduled in Item 2 of the Declarations, then such newly sponsored or created private investment fund and its Insured Persons shall be Insureds under this Policy for a period of 60 days from the date of sponsorship or creation, but only with respect to Wrongful Acts or Interrelated Wrongful Acts where all or part of such acts occurred after such sponsorship or creation. The Policyholder shall give written notice of such sponsorship or creation to the Company as soon as practicable, but in no event later than 60 days after the date of such sponsorship or creation, together with such information as the Company may require and shall pay any additional premium required by the Company. If the Policyholder fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, then cover for such sponsored or created private investment fund and its Insured Persons shall terminate with respect to Claims first made more than 60 days after such acquisition or creation. Representations 25. In issuing this Policy to the Policyholder, the Company has relied upon the material declarations and statements in the written application for this Policy. In the event of any Chubb Rep Ire Fund Protection v5-ri Page 15 of 18

20 untruth or inaccuracy in such a declaration or statement: Territory the only Insured Persons to whom that untruth or inaccuracy shall be imputed shall be those Insured Persons who knew of such untruth or inaccuracy at the date of contract for this insurance (or would have so known if they had been aware that the declaration or statement was made); no Insured Person to whom such untruth or inaccuracy is imputed shall have cover under this Policy; and no Organisation shall have cover under this Policy. 26. Subject to all other terms of this Policy, cover shall extend to Claims brought or maintained anywhere in the world. Valuation and Foreign Currency 27. Loss which is not in the currency stated on the Declarations of this Policy or any of its endorsements shall be converted to and paid in the currency of this Policy or any of its endorsements based upon the rate of exchange published in The Financial Times on the date the final judgement is reached, the amount of the settlement is agreed upon, Defence Costs paid or any other element of Loss is due, respectively. Subrogation 28. The Company shall be subrogated to the extent of any payment under this Policy to each Insured's rights of recovery, and each Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights and to enable the Company to bring proceedings in the name of the Insured. The Company shall not exercise against any Private Fund any rights of indemnity which an Insured has under the terms of any contract with that Private Fund. Authorisation Clause 29. The Policyholder hereby agrees to act on behalf of all Insureds with respect to the giving and receiving of notice of Claims or termination, the payment of premiums and the receiving of return premiums that may become due under this Policy, the negotiation, agreement to and acceptance of endorsements, and the giving or receiving of any notice provided for in this Policy, and the Insureds agree that the Policyholder shall so act on their behalf. Alteration and Assignment 30. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by written endorsement to this Policy duly executed on behalf of the Company. Termination 31. Cover under this Policy shall terminate at the earliest of the following times: (d) 7 days after the receipt by the Policyholder of a written notice of termination from the Company for nonpayment of premium; expiration of the Policy Period (but expiration of the Policy Period shall not terminate cover under an obtained extended reporting period); receipt by the Company of written notice of termination from the Policyholder; and such other time as may be agreed upon by the Company and the Policyholder in writing. If, at the time of termination of cover under this Policy, no Insured has given notice of a Claim or of circumstances which are likely to give rise to a Claim, the Company shall refund the unearned premium: (ii) computed at customary short rates, if cover under this Policy is terminated by the Policyholder; or computed pro-rata, if cover under this Policy is terminated other than by the Policyholder. Choice of Law and Forum 32. The construction of the terms, and the validity and effect, of this Policy are governed by English law. Any dispute or difference arising under or in respect of this Policy shall be subject to and determined within the exclusive jurisdiction of the courts of England and Wales. Chubb Rep Ire Fund Protection v5-ri Page 16 of 18