EXCLUSIONS. This insurance does not apply to: 1 of 6

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1 EXCLUSIONS The Agents and Registered Representatives of New England Financial and New England Securities Members of the Financial Sales Professional Purchasing Group Life Insurance Agents Errors and Omissions Liability Policy October 1, 2011 to October 1, 2012 This insurance does not apply to: A. Any Claim arising out of any negligent act, error or omission and/or Personal Injury of the Insured committed with dishonest, fraudulent, criminal or malicious purpose or intent; however, this exclusion does not apply to any act which is the basis of a malicious prosecution Claim; B. Any Claim for bodily injury, sickness, disease or death of any person, or to injury or destruction of any tangible property including loss of use thereof; C. Liability of others assumed by the Insured under any contract or agreement, either oral or in writing, greater than the liability which would have been imposed by law in the absence of any express contract or assumption of liability; D. Any Claim by an enterprise which one or more Insureds own, operate, control or manage; or by an enterprise which owns, operates, controls or manages an Insured; E. Any Claim alleging, arising out of, based upon or attributable to any pension plan, welfare plan or other benefit plan sponsored by any Insured or by any firm in which: (1) Any Insured has a financial interest; (2) Any Insured is a participant, named fiduciary, designed fiduciary, administrator or trustee as those terms are used in the Employee Retirement Income Security Act of 1974, as amended; Provided, however, Exclusion (e) shall not be applicable in the event a Insured Agent/Representative is either (i) deemed to be a Fiduciary Advisor under the Pension Act of 2006 or any amendments thereto or (ii) is a fiduciary by recommending securities, as described in Section 3(21)(A)(ii) of ERISA Specifically, named fiduciary is defined in Section 402(a) (2) as: a fiduciary who is named in the plan instrument, or who, pursuant to a procedure specified in the plan, is identified as a fiduciary; (i) by a person who is an employer or employee organization with respect to the plan; or (ii) by such an employer and such an employee organization acting jointly. F. Any Claim arising out of an intentional violation of: the rules or regulation of the National Association of Security Dealers; or the Federal Securities laws; or the rules or regulations of the Securities & Exchange Commission; or the rules or regulations of any state securities regulatory agency; or any state insurance laws or regulations; 1 of 6

2 G. Any Claim based upon a loss arising out of the Insured advising others by making promises or guarantees as to the future value of an investment; H. Any Claim arising out of Professional Services usually performed by an actuary or Professional Services usually performed by an accountant, attorney or real estate agent; I. Any Claim arising out of professional services usually performed as a licensed property/ casualty agent except as provided under Conditions VII. Definitions Professional Services; J. Any Claim arising out of the insolvency, receivership, bankruptcy, liquidation or financial inability to pay of any organization in which the Insured has (directly or indirectly) placed or obtained coverage or in which an Insured has (directly or indirectly) placed the funds of a Client or account or in which any person has invested as a result of consultation with an Insured. However this Exclusion shall not apply to the following; 1. products of First Health Life and Health Insurance Company or Cambridge Life Insurance Company that have been approved by the Named Insured, and products of any licensed Blue Cross Blue Shield Association carrier and its licensed subsidiaries, or 2. if the organization in which funds were placed or coverage obtained was rated A- or better by the A.M. Best and Company and was admitted by the applicable jurisdiction at the time of the placement. Furthermore, this exclusion shall not apply to any life, accident, or health insurance carrier that was recommended by the EGA Financial Review Subcommittee of the Named Insured and approved in writing by an Executive Vice President of MetLife ( EGA-approved carriers ). Notwithstanding the foregoing, any coverage hereunder for Claims arising out of the insolvency, receivership, bankruptcy, liquidation or financial inability to pay of any EGA-approved carriers, except for those entities described in sub-paragraph 1 & 2 above shall be limited to the following sub-limits of liability: $150,000 each Claim for Damages and Claims Expenses arising from a wrongful act or interrelated wrongful acts resulting in a Claim(s) made against an Insured Agent/Representative $150,000 aggregate for each Insured Agent/Representative $2,500,000 aggregate all Claims (including Claims Expenses) This Sub-Limit of liability is part of and not in addition to the Limit of Liability set forth in Item 3 of the Declarations. Further, any coverage hereunder for Claims arising out of the insolvency, receivership, bankruptcy, liquidation or financial inability to pay of any EGA-approved carriers shall be subject to the following deductible: $2,500 for Damages or Claims Expenses arising form a wrongful act or interrelated wrongful acts resulting in a Claim(s) made against an Insured Agent/Representative Solely with respect to the applicability of this exclusion, it is expressly agreed, that any changes to an existing contract (even if said changes result in the issuance of a new contract) shall be deemed to revert back to the original placement date. 2 of 6

3 K. Any Claim arising out of disputes relating to any form of compensation including, but not limited to commissions, Gross Dealer Concessions, expense allowances or brokerage monies; L. Any Claim arising out of the Insured's activities in computer programming or processing if the resulting programs are sold to anyone or if a fee is charged for the use of the program to anyone other than the Insured's Clients; M. Any Claim arising out of any Insured's activities as an officer, shareholder, trustee or director of any organization; N. Any Damages and Claims Expenses directly or indirectly brought about by, arising out of or attributable to any actual or alleged violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sections 1961 el seq., and any amendments thereto or any rules or regulations promulgated thereunder; O. Any Claim for fines, penalties, punitive and/or exemplary Damages and/or the multiplied portion of multiplied Damages; P. Any Claim arising out of disputes between past or present Insureds; Q. Any Claim based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: i) any Claim which has or could have been the subject of any notice given under any other policy the terms of which had incepted prior to this Policy s inception date; or ii) any fact, circumstance or situation, whenever occurring, arising out of the same or related Professional Services having as a common nexus any fact, circumstance, situation, event, transaction or series of facts, circumstances, situations, events or transactions, which has or could have been the subject of such prior notice; R. Any Claim based on or arising out of a conflict of interest. S. Any Claim arising out of, based upon, or attributable to, an Insured exercising discretionary authority or control with regard to management or disposition of assets; however, this exclusion shall not apply to any Insured s purchase or sale of no-load investment company or variable annuities in which there is no initial or contingent sales charge or commission, or the Insured s purchase or sale of mutual funds, variable annuities, variable life or securities products while acting in his or her capacity as a Registered Investment Advisor as long as the service or activity performed in that capacity has been approved by the broker/dealer Subsidiary of New England Financial; T. Any Claim arising out of, based upon, or attributable to the gaining in fact of any profit or advantage to which the Insured was not legally entitled, including but not limited to any actual or alleged commingling of funds or accounts; U. Any Claim alleging, arising out of, based upon or attributable to any use by any Insured of, or aiding or abetting by any Insured in the use of, or participating after the fact by any Insured in the use of, non-public information in a manner prohibited by the laws of the United States, including, but not limited to, the Insider Trading and Securities Fraud Enforcement Act of 1988 (as amended) and Rule 10b-5 thereunder, any state, commonwealth, territory or subdivision thereof, or the laws of any other jurisdiction, or any rules or regulations promulgated under any of the foregoing; V. Any Claim brought by or on behalf of any clearing agency, or alleging, arising out of, based upon or attributable to, any function of any Insured as a clearing agency; 3 of 6

4 W. Any Claim alleging, arising out of or attributable to, the purchase or sale of (or failure to purchase or sell) any of the following or any advice in connection therewith: 1) commodities, futures contracts, forwards contracts or any type of option or futures contract or any similar investment or investment product or any collectable including but not limited to stamps, art cards, jewelry, antiques or any other tangible personal property; however, this Exclusion shall not apply to Claims arising out of the sale of covered call options, uncovered short put options, long call options, long put options and short put options, provided that the Insured Agent/Representative was approved for such option transactions by New England Securities at the time of the transaction; or 2) any equity security priced under $5.00 at the time that the negligent act, error or omission triggering such Claim arose; however, this exclusion shall not apply if the security is: (i) registered, or approved for registration upon notice of issuance, on a national securities exchange; or (ii) authorized, or approved for authorization upon notice of issuance, for quotation in the NASDAQ National Market System or the NASDAQ SmallCap Market; or (iii) issued by an investment company registered under the Investment Company Act of 1940 (as amended); or 3) any security in any market outside of the United States of America and its territories and possessions and Canada; or 4) annuities used in connection with any structured settlement not approved in writing by the Broker/Dealer; or 5) promissory notes, i.e., an investment whereby the maker agrees to pay to the payee a specific sum of money on demand or at a fixed or determinable future date; or 6) viatical products, including viatical settlements and viatical contracts; however, this exclusion does not apply to life settlement transactions through Enterprise General Agency, Inc. and Advanced Planning Services provided that the Insured Agent/Representative had prior approval for such activities by the Advanced Markets unit of Metropolitan Life Insurance Company; or 7) callable certificates of deposit; or 8) leases (including but not limited to ETS Pay Phones); X. Any Claim alleging, arising out of, based upon or attributable to any mechanical or electronic failure, breakdown or malfunction of machines or systems; Y. Any Claim alleging, arising out of, based upon or attributable to, in whole or in part, any Investment Banking Activity by an Insured, including but not limited to any disclosure requirements in connection with the foregoing; provided, however, that this exclusion shall not apply to Claims arising out of the sale by an Insured to a particular Client or customer of an open-ended investment company or variable annuity which alleges that a Client or customer of the broker/dealer Subsidiary of New England Financial was unsuitable for and wrongfully placed into such investment company or variable annuity; Z. Any Claim brought by or on behalf of, or instigated or continued with the solicitation, assistance, participation or intervention of, any State or Federal regulatory or administrative agency or bureau or any other governmental, quasi-governmental or self-regulatory entity ( Governmental Entity ), whether directly or indirectly and whether brought in its capacity as trustee, liquidator, or assignee of the broker/dealer Subsidiary of New England Financial, or in any other capacity and whether brought in its own name or in 4 of 6

5 AA. BB. CC. DD. EE. FF. the name of any other entity; however, this exclusion shall not apply to any Claim brought solely in such Governmental Entity s capacity as a customer or Client of New England Financial or its subsidiaries and instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of, any Insured; Any Claim alleging, arising out of, based upon or attributable to, or in any way involving, directly or indirectly, the formation, operation, administration or management by an Insured, in part or in whole, of any entity other than the broker/dealer Subsidiary of New England Financial including but not limited to limited or general partnerships, including but not limited to Claims arising out of an Insured acting as a general partner of any limited partnership and/or managing general partner of any general partnership; Any Claim alleging, arising out of, based upon or attributable to, any actual or alleged negligent act, error or omission in rendering or failure to render Professional Services to any securities broker/dealer; however, this exclusion shall not apply if the Professional Service is solely the purchase or sale of securities to such broker/dealer for its own account; Any Claim for Damages sustained or alleged to have been sustained by any person, firm or corporation that is not or was not either a Client of the Insured or a Client s appointed administrator, executor, receiver or trustee(s) in bankruptcy; Any Claim for or alleging bodily injury, sickness, disease, or death of any person, or damage to or destruction of any property (including the loss of use thereof), personal and advertising injury, or any other damage, loss, cost or expense, including, but not limited to damages, losses, costs or expenses related to, arising from or associated with clean-up, remediation, containment, removal or abatement, caused directly or indirectly, in whole or in part, by: 1. Any Fungus(i), Mold(s), mildew or yeast, or 2. Any Spore(s) or toxins created or produced by or emanating from such Fungus(i), Mold(s), mildew or yeast, or 3. Any substance, vapor, gas, or other emission or organic or inorganic body or substance produced by or arising out of any Fungus(i), Mold(s), mildew or yeast, or 4. Any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure, that contains, harbors, nurtures or acts as a medium for any Fungus(i), Mold(s), mildew, yeast, or Spore(s) or toxins emanating therefrom, Regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence to that bodily injury, property damage, personal and advertising injury, loss, cost or expense; Any Claim made against any Insured alleging, arising out of, based upon or attributable to any allegation(s) that any Insured intentionally or negligently permitted, or aided or abetted others in using, was aware of others using, or was a participant or connected in any way in the use of: 1) Late Trading; 2) Market Timing; 3) Soft-dollar Activity; 4) Front Running; or 5) Revenue Sharing related to a mutual fund or variable annuity; Any Claim made against any Insured alleging, arising out of, based upon or attributable to any allegations that any Insured intentionally or negligently permitted, or aided or abetted others in using, was aware of others using, or was a participant or connected in any way in the use of an agreement or other arrangement between an insurance broker or insurance agent and an insurance carrier involving the payment of increased fees, commissions or other compensation based on the volume, profitability or type of business referred to the insurance carrier, whether referred to as a Market Placement Agreement, Market Service Agreement, 5 of 6

6 Placement Services Agreement or Contingent Commission Agreement or similar agreement or arrangement, however named; GG. Loss, injury, damage, claim or suit arising directly or indirectly as a result of or in connection with terrorism including but not limited to, any contemporaneous or ensuing loss caused by fire, looting or theft. Note: Words that appear in bold print are defined terms in the policy. 6 of 6